THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.

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LARRY KING, HOST (voice-over): Tonight, Joan Rivers as you've never seen her before.

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JOAN RIVERS, COMEDIAN: It's bacon, you idiot.

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KING: Telling all about the just released film on her life that just might break your heart.

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RIVERS: No man has ever, ever told me I'm beautiful.

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KING: The good --

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RIVERS: This is my apartment, it's very grand.

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KING: The bad --

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RIVERS: I hate old people. I hate ugly children. I hate --

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KING: The plastic surgery. Plus, the snub by Johnny Carson that stings to this day.

Joan Rivers and a few surprise guests, including Bill Maher and Kathy Griffin -- next on LARRY KING LIVE.

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KING: Good evening. What a night.

Joan Rivers is a comic, author, actress, entrepreneur, and the focus of a brilliant new documentary, "Joan Rivers: A Piece of Work." I saw it, loved it, it is brutally frank about the highs and lows of Joan's incredible career. In between laughing, which you'll do a lot, you'll be amazed by her drive and the relentless schedule she keeps.

Take a look.

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RIVERS: Right now, everything is absolutely wonderful. I am the golden girl. But I have been here before and I know, nothing is yours permanently, and you better enjoy it while it's happening.

UNIDENTIFIED FEMALE: So, next week, Monday, Regis and Kelly, a book signing at QVC. Tuesday, WOR, Rachael Ray, Howard Stern, cutting room. Wednesday, Florida, breakfast lecture, an afternoon book signing, back to Miami to perform two shows. Thursday, (INAUDIBLE) with the doctors, a radio show, red eye home, QVC, corporate booking, then back to the cutting room.

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KING: This documentary's has gotten brilliant reviews, all of them reserved. Why did you do this? Why so revealing a look at you?

RIVERS: Well, if I was going to do it, how many documentaries have you and I seen where you go, why? And they're all lies, you know? You get 12 people to say, that person's fabulous, and you know they're just a crock of horror.

So, I wanted to do something that would really show what showbiz around about, about pushing through bad times and about age. And I met Ricki Stern's partner, Annie, and they had done a documentary on Darfur and a man who had been electrocuted and shouldn't have been. So, I said, these are my girls.

(CROSSTALK)

RIVERS: (INAUDIBLE) showbiz.

KING: Why, though, let yourself at the admitted age of 75 when you did this, why let yourself be so open? Really?

RIVERS: When are you going to do it? At this age, Larry, listen, my friends are dropping like flies. I wear black always just in case I get a quick call.

(LAUGHTER)

(CROSSTALK)

RIVERS: I chase the jacket and I'm there. I just think it's time to show what goes really on in the life of a performer. Not even just a comedian.

You and I have, how many friends, they go up in their careers and down in their careers. And I go -- it's great to show what it really takes to stay there.

KING: How much of the input did you have, or did they do you?

RIVERS: I had no input. None. And they followed me around for 14 months, complete access. That was the deal. I said that, too. I said, either you do it or don't do it.

KING: What'd you think when you saw it?

RIVERS: I was very surprised at a lot of things they put in. Very surprised a lot of things they left out.

KING: What surprised you the most?

RIVERS: Melissa. How smart she is. How she knows what comic's all about. There's a scene where they're interviewing her and she lays it down about comics, and how damaged we all are.

KING: What were you unhappy about?

RIVERS: Very unhappy that they didn't show any of my private life, kind of. It looked like I was --

KING: They didn't show your private life?

RIVERS: No, but they didn't show me having a glass of wine with friends. You know --

KING: Thanksgiving dinner.

RIVERS: Thanksgiving dinner, which is great.

KING: It's a great scene.

RIVERS: That was a great scene.

KING: I've been in your apartment, and your apartment is a palace.

RIVERS: Yes. Want to buy it?

(LAUGHTER)

RIVERS: You can use it as a reality show.

KING: Who picked the title?

RIVERS: They did. They did. I let them have a complete -- if you're going to do it, do it right.

KING: And these two women made this movie.

RIVERS: Two women made this movie.

KING: That was smart too, right? Because this is really a woman's story.

RIVERS: Yes. But, again, it was all luck. My best friend is a woman name Margie Stern and Ricki Stern is her daughter. And, you know, you hear, oh, my daughter, she made a documentary about Darfur, (INAUDIBLE) at war, blah, blah, blah. So I met her at Thanksgiving and Margie said to me, Ricki wants to do a documentary on you. And I figured, why not.

RIVERS: How many parties have you gone to that I've not been asked? How about 100 percent?

KING: Why?

RIVERS: I don't know. I'm the only person in this town --

KING: You're funny, you're pretty, vivacious, you add to a party.

RIVERS: I'm the only person that isn't invited to the "Vanity Fair" party. The garbage man says to me, see you there. I go, I'm not asked. I was in "Vanity Fair" one year and they didn't invite me to the party in the "Vanity Fair" issue.

KING: You -- all right. What's your thought as to why?

RIVERS: A bad rep. I don't know!

KING: The files you keep. You have jokes.

RIVERS: Yes.

KING: Meryl used to do that, right?

RIVERS: And also Bob Hope. Someone told me he had a joke room. Isn't that amazing? He'd walk in the room and there would be file cabinets and balloons, got it under here under "B." And so, I started trying to keep every joke I could.

KING: But a friend of mine saw you in Boston the night they found that the balloon boy thing was a hoax and the kid didn't go up in the room.

RIVERS: Yes.

KING: And he said you did 20 minutes on the balloon boy.

RIVERS: Yes.

KING: So that's -- you couldn't have planned that.

RIVERS: No, no, I come out of "Second City," I ad lib.. My whole show, the first 10, 15 minutes is just -- I can't wait to get on now and talk about Helen Thomas, you know, because I'm so angry, as a Jew, you know? Because last time I saw her, she was dating Hitler So, I figured she would be --

KING: You just said she does the answer voice for Mel Gibson.

(LAUGHTER)

KING: I saw on --

(CROSSTALK)

RIVERS: I wrote that already on my Twitter.

KING: Hey, the movie is "A Piece of Work." It opens wide today.

After so many years of success, Joan still cares what critics think. We're going to ask about why they matter -- next.

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RIVERS: These are all my jokes. These are jokes over the last 30 years. These are just -- every time I write a joke, I try to remember to get it on a card.

Why should a woman cook? So her husband can say, "My wife makes a delicious cake to some hooker." And you wonder why I'm still working at this age.

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KING: We're back with Joan Rivers. This -- I know I sound very enthused. This is one of the best documentaries ever made. And it's called "A Piece of Work," and it's about her, but not by her.

By the way, if you want to see her in person, she's at the Gramercy in New York, June 24th. Foxwoods, the weekend of June 25th.

RIVERS: Rickles.

KING: Rickles and you at the Foxwoods.

RIVERS: Yes.

KING: You open, though.

RIVERS: I'm open. We just divide it up. He -- we split the money and I said to him, I'll open, you can close. And he said, because people always think it's better to close, and then he realized, I get out earlier.

So I'm home in bed, having a good time and he's still working.

KING: We're not only talking about Joan Martin -- Joan Rivers tonight, we're saluting her too, because on the phone is Bill Maher.

RIVERS: Oh!

KING: The host of HBO's "Realtime with Bill Maher."

Joan and Bill both took part in the Kennedy Center honors of George Carlin.

Bill, we've been talking about, why do you think Joan is not -- why don't -- when they talk about great comics, why don't they list her?

KING: I don't know who they are, but I mean, she's not invited to parties. She's not on the -

RIVERS: I'm not on the radar.

KING: When people name a great comic, they don't name Joan Rivers, but she's a great comic.

MAHER: Well, you know what, first of all, don't go by "they."

KING: OK.

MAHER: I mean, we've all had our slights from "they." I could read chapter and verse -- I could do an hour show on that with you, Larry. They don't know what they're talking about.

Joan Rivers is -- you know, ask any comic. You know, it's like, who votes for the all-star team? It's the fans, they get it wrong. But the players, when they vote for the people, they get it right because they know.

Ask the comics. Joan Rivers is one of the great comics. I love Joan Rivers. I don't agree with what she said about getting the Jews out of Palestine, but I don't think she should have got fired about it.

RIVERS: What did I say?

KING: Oh, you got the wrong Joan.

MAHER: Oh, I'm sorry.

(LAUGHTER)

MAHER: But, no, I mean, Joan Rivers -- you know, believe me, I knew Joan Rivers was a great comic when I was 10 years old. RIVERS: See, this always -- he has to always end up -- I love Bill so much and then he's got to give it to you.

(LAUGHTER)

RIVERS: You know, I love you too, and you know that.

MAHER: No. I mean, I swear to God. I mean, you know, she's had so many great eras of her career. She had the Johnny Carson era, when he liked her. And then there was the other Johnny Carson era when he hated her.

But when she became a giant star on her own, you know, that followed her guest hosting on "The Tonight Show," when she was probably the biggest comedy star in the country for, I don't know, 10 years. I mean, did people remember that era when Joan Rivers was the hottest thing in show business? How could you not list her as one of the great comics?

KING: By the way, Bill, have you seen the film?

MAHER: I have not. But I'm actually --

KING: You will thoroughly enjoy it. You're in it. And it portrays the night where she works --

RIVERS: When we worked at the Carlin Center.

MAHER: Right.

KING: Well, where she was worried, she wasn't going to be funny.

RIVERS: Well, look who you're up against then. Don't you worry?

MAHER: Well, I mean, we all worry about that when we're on the bill with other comics. But, I mean, you never have to worry. I mean, you know, you did great. I remember that night.

And, you know, even if you weren't funny, which you're incredibly funny, you know, you'd always be on the cover of "Brave Girl" magazine in my book.

(LAUGHTER)

KING: Well put, Bill. Bill, thank you. Thank you for participating.

MAHER: All right.

KING: We loved the movie, Bill.

MAHER: I love you, Joan.

RIVERS: I love you back, darling.

MAHER: OK. KING: Bill Maher, he's an exceptional --

RIVERS: Ups and downs, brilliant.

(CROSSTALK)

KING: -- over with ABC.

RIVERS: Yes, and I don't -- look at what he went through. He got all the country's wrath, because he dared to say the truth after 9/11. You know, we all go up and down. But he's had a great career and deserves to, and has found a great niche as an intellectual comic.

KING: Both of you were network-fired --

RIVERS: Yes.

KING: -- and you showed in the film, FOX dropped you.

RIVERS: Like a hot cake.

KING: Looking back in retrospect, big mistake to take that job?

RIVERS: Big mistake for them to fire me.

KING: They must have had a reason.

RIVERS: It was personal.

KING: You didn't get too much into the show as to why they fired you.

(CROSSTALK)

KING: They blamed your husband.

RIVERS: Yes, yes. And they gave me a choice, you can stay, but your husband goes, has to go. And I said and I go to my husband, and it was Thursday to Friday, over and out.

KING: Now, Carson. I mean, he put you on, you were the guest host. Why did he get so mad?

RIVERS: I still don't know. And you knew him better than I.

KING: He should have been proud.

RIVERS: He should have been proud. I finally, after my contract was up, done, I took another job. Everybody did, Cosby did, David Brenner did -- we all did. We all went on.

I think because I was a woman, he never thought I would leave, or maybe he liked me better, but the minute I became competition, it became out to kill me. Out to kill me. And that's what came down, forever. Never spoke to me again.

KING: And there are great scenes in the movie, by the way.

RIVERS: Yes.

KING: Joan had her share of heartache. It's addressed head-on in this film. That's next. More surprises, too. Stay with us.

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RIVERS: I live very, very, very well, to start with. I enjoy my creature comforts and I know I have to work for it. I can stop and live carefully, but that's ridiculous. I don't want to live carefully. So I would rather work and live the way I live and have a wonderful time.

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KING: We're back with Joan Rivers, "A Piece of Work" opens tonight and this weekend, everywhere.

She has made it possible for so many people, especially women, to succeed in comedy. Here's someone who broke down the door for you. Watch.

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PHYLLIS DILLER, COMEDIAN: Hello, Joan! It's so good to be wishing you well and I understand you're 77 years old. I can't believe it! You don't look a day over 27. And, of course, I know that you are devoted to plastic surgery, as we all are, ha-ha-ha!

But you know I've loved you all those 77 years, and the characters you built. I love Heidi Abramowitz, she was my favorite. She's the one whose G-spot was listed in the L.A. tour guide.

And I love all the things you do, and I admire you. You're my favorite phi beta kappa. Oh, Pete doesn't have any idea how brilliant you are -- a brilliant woman and thinking of the top of your head every minute. I love you, Joan!

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RIVERS: I love her -- you don't know how gracious she is. A funny, never did a bad joke, always current. What a role model.

She saw me when she was at the top of her game and I was just starting at the Bronxville in New York. She sat in the front row and she laughed louder than anybody. She encouraged, she came back. Phyllis Diller has my heart.

KING: Where's her place in this comedic history with women? Or should we not even say women?

RIVERS: No, as a comedian, one of the great stand-ups, one of the most current, always relevant. When she came on stage, when she talked, she talked about, what she read in the paper. She -- and strong. I just think Phyllis was an amazing and is an amazing performer.

KING: And so are you. Is there any area you would not go to?

RIVERS: No. If I think I want to talk about it, then it's right to talk about it. And I purposefully go into areas that people are still very sensitive and smarting (ph) about.

KING: Why?

RIVERS: If you laugh at it, you can deal with it. That's how I've lived my whole life. If you -- if I swear to you, I'm Jewish, if I were in Auschwitz, I would have been doing jokes just to make it OK for us.

I mean, as soon as Haiti happened, I was so busy talking about my first Jewish woman out of the ruins, they found her in the Neiman Marcus rubble, she lived in sweet, low and Diet Coke for four days. A miracle.

(LAUGHTER)

RIVERS: But that makes it -- when you make something funny, you can take and it deal with it.

KING: You think funny?

RIVERS: Yes, and it gets me into trouble.

KING: Yes, because you see things funny?

RIVERS: I see things funny. I'll sit in a business meeting and I'll think of something really funny, and they'll look at you and you go, I shouldn't have said that.

KING: Things in this movie that you get -- that you say in this movie, they say that you'd do any commercial.

RIVERS: Anything.

KING: Anybody. You can be his head (ph).

RIVERS: In a second, sailor. In a second --

(LAUGHTER)

RIVERS: We're guns for hire. I won't do a product that's going to hurt you. I'm not going to sell baby, you know, Chinese toys that are painted in lead, you know? But if they -- if it's a decent commercial, it depends, here I am. Jim Neilson (ph) is gone, I'm damned (ph).

(LAUGHTER)

KING: So there's no fear at all? There's no connect, right, head to mouth?

RIVERS: As long -- fear -- if I say it, I figure it's OK. And every once in a while, the audience will go -- ah, but I think that's good.

KING: There's one great scene, it's a great scene, when a guy gets mad at you, you do a Helen Keller joke, you don't like children, but --

(CROSSTALK)

RIVERS: -- a great child.

KING: Yes. And this kid, this man in the audience has a deaf child and he got very angry. And you really laced into him.

RIVERS: Yes.

KING: Now, and you were funny in the lacing and he was an actor (ph) and he was angry. Didn't you feel anything personal for him?

RIVERS: Terribly sad. And how sad that a person comes to see a comedy show, what do you think you're going to hear? Joan Rivers, who's the most edgy person out there, who's going to take you into areas most people are like, uh-uh, here we go, and you're so angry that you've stand up and scream, "I've got a deaf child!"

The pain that that man must be living through. And I turned to him and I just said what I said to you, you laugh. I lived with a man for nine years, Larry, with one leg, and now I do what it's like to walk up a ramp and miss a party.

(LAUGHTER)

RIVERS: Because that's what we did. You know, you're pushing a damn wheelchair and you see the caterer come and serve and leave and you're still pushing up the (EXPLETIVE DELETED) ramp. It's enough. Let's go home.

KING: Joan Rivers, "A Piece of Work" opens live and it's a terrific movie. And she'll be at Gramercy in New York in 24th, and Foxwoods with Rickles the weekend of the 25th, and we'll be right back.

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KING: We're back with Joan Rivers.

One of the great historical scenes in this movie, taken right out of context, not out of context, as it happens, is Joan with Don Rickles, and she will be appearing with Don at the Foxwoods Hotel June 25th through the 26th. He's one of my oldest friends. He's one of the dearest men on earth and he's with us on the phone.

RICKLES: Oh, my God, I love that woman, are you kidding? That woman is so great, does the laundry, cleans the dressing room, and lets her dog run around when it was alive. It was so great, pooping all over my carpet. It was a joy to be around this woman.

KING: How did you come to do this act you and Rivers? How did come about?

RICKLES: Well, I saw her face before it was lifted. And it shook me up so much I said it's a misfare (ph) if I work with this woman, so the public could see what the man in the iron mask went through.

And she is adorable today, except as the sun comes out then there's a little problem. But we always put an umbrella over her and she's OK.

KING: Don, you've got to have a little guts. Why would you have someone very, very funny open for you?

RICKLES: Because I'm not like you, see. I'm not afraid of a threat. See, you have on these people, the prime minister of Uganda, dummy people that can't warm up a crowd. I have a woman that's dynamite, that knocks people out. She's great. Sits in the dressing with her manager, what's her name?

RIVERS: Jossy.

RICKLES: Jossy, yes, that's a wonderful woman. Sits with a gun and a rifle and a communist hat and sits by the door and guards her.

KING: Do you listen to her act?

RICKLES: Pardon me?

KING: Do you listen to Joan's act?

RICKLES: I've got a lot of my mind. She's working with me. There's nothing in my deal that says I've got to listen to the act. No, no, I do what she does. She peeks in the curtain, listens to me for two minutes and says, get the car! The other night in Westbury, she had a bunch of Jews from the Bronx. They all stood in the hallway. She gave it one signal with the hand and said, that's enough, everybody in the car. She said, god forbid they should laugh at me. She always covers --

But she's always good. She's a good kid. She really is. She has a wonderful daughter that she plans kidnaps for.

KING: Hold it, Don, she wants to say something about you. What's special about --

RIVERS: A, you want to see a master class in comedy, watch Don Rickles. Watch Don Rickles with an audience, it's a master class.

RICKLES: That's very sweet of you, Joan.

RIVERS: I watch him a lot. Sometimes my car is late.

RICKLES: We always have a good time.

RIVERS: And my friends all stay to watch. So I have to hang out.

KING: This is for both of you. Don, this is serious for a second, Don. You don't have to do it financially, why --

RICKLES: How do you know?

RIVERS: Yes, exactly.

KING: Don, why do you keep on doing it?

RICKLES: Because audiences show up and I enjoy it and I don't have to worry about being on Larry King. And you know, sweetie, I look forward to being with you at Foxwoods. And God bless you and have many, many more successes. And the documentary, I understand, is just sensational.

KING: Sensational. Thanks, Don.

RIVERS: I'll bring you one when I see you.

RICKLES: Give my best to your family and what have you.

KING: Thank you, Donald.

RICKLES: God Bless.

KING: By the way, with all that, he's one of the warmest people --

RIVERS: Again, what you see on stage is only part of what the person is. He is darling. He is sweet. He is caring. He's a great family man.

KING: Does he have that same need that you have, though? I mean --

RIVERS: I think I have more.

KING: He has more?

RIVERS: I think I have more. I really -- I love performing. It's like a drug for me. Love what I do.

KING: So you would work -- if they booked you more, you'd work more?

RIVERS: Oh, yeah. When I could put two thoughts together as a child, I knew that's what I wanted to do. There was never a question. And I say in the documentary, well, maybe I'll be this, or maybe I'll be that. Always, that's where I'm going. Didn't know how I was going to get there. But that's where I was going.

KING: We're back with Joan Rivers in a minute. The book -- the book? She's done everything. You've got to say -- The movie is "A Piece Of Work" and you're going to love it. We'll be right back.

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RIVERS: It's going to be a long evening. We're doing two shows tonight.

UNIDENTIFIED MALE: Would you mind autographing?

RIVERS: Oh, my goodness, yes, of course.

Every Wednesday night when I'm in New York, I work at some tiny little club where I can practice my act. I just talk about everything and anything that annoys me.

Thank you.

UNIDENTIFIED MALE: You don't get the recognition that you deserve.

RIVERS: Damn right, William. OK, see, I have a fan. I have William.

(END VIDEO CLIP)

KING: We're back with Joan Rivers. To say that she's inspired a lot of funny women to give comedy a shot is an understatement. Here's one of her biggest fans who does not overstate Joan's influence. Watch.

So they asked me to ask a question of you. And I thought, what haven't I asked you? What haven't we talked about? And then I thought, all right, get ready, it's a little studious, but what do you do when you run into somebody who you put in the act. I know you famously said that Cher came up to you one time, and said, what's the matter, aren't I hot enough to be in the act anymore, which I think is great. But I want to know about any run-ins you've had with celebrities, and how you handle it.

(END VIDEO CLIP)

RIVERS: First of all, I adore her. You know that. KING: You're her hero.

RIVERS: It's back at you. I hide.

KING: You hide?

RIVERS: I only talk about people in the act that I usually say something I don't like about them.

KING: Correct.

RIVERS: So it's usually about somebody that I don't like. In Cher's case, it was a whole other thing. It was about what she used to wear and her funny thing, and she loved being in the act and we were friends. But usually it's someone you really don't like.

KING: Did anyone ever call you?

RIVERS: Mary Tyler Moore didn't talk to me for ten years.

KING: What'd you say bad about her?

RIVERS: I said to her one time, what did I say about you? She said, you said I looked like the Joker when I smiled. And I said to her, first of all, it's not a good joke. And it was out of the act probably the same day. But people remember these things. Out of the act. Usually what I say about them I really believe.

KING: So you mean it when you say it.

RIVERS: That's why I say, can we talk. I talked about it when Michael Jackson died and suddenly became this great hero. You know, the world went nuts. I said, has everyone forgotten he was a druggy and pedophile? And then I thought -- I won't go into what I said in the act. But I said -- and this one guy called out, he did the Moonwalk, Miss Rivers. And I said, the narcs were after me, I'd be walking backwards too. But I try to tell the truth, and a lot of people don't like it.

KING: Joan's daughter, Melissa, as she mentioned earlier, is an integral part of this film, "A Piece Of Work." As we discussed a little earlier, she was very candid about her mom, her mom's career, and what drives comics. Watch.

(BEGIN VIDEO CLIP)

MELISSA RIVERS, DAUGHTER OF JOAN RIVERS: All stand-ups are innately insecure. Who would stand on a stage by themselves and say, laugh, laugh at me, laugh with me, I don't care, just laugh. And I think that's just sort of the nature of the beast. Overall, it's just sort of my perception growing up in the world of comedians. They were all very damaged and they need that reassurance. It's all a cover.

(END VIDEO CLIP)

KING: True, huh? RIVERS: Look how smart she is.

KING: Nailed you.

RIVERS: Nailed me 100 percent. I was so amazed when I saw her talk.

KING: What's it like when you open the page and you're not booked for two weeks?

RIVERS: You want to kill yourself. First of all, is it over? Because we can't do what we love unless we're given a platform to do it. A painter can go and paint. A writer can go and write. A musician can write the music. What am I going to do, stand in my bedroom and tell jokes to the mirror? It's horrible, it's over.

KING: You're also an actor. And Henry Fonda told me once that if he's between scripts and he doesn't have a script, he's in a panic. Do they want me anymore?

RIVERS: Do they want me? Henry Fonda, it knocks my socks -- I have very good friends who are actresses, major actresses, that aren't working now because they're over a certain age. And they're out of their mind.

KING: And you use your age in the comedy?

RIVERS: You have to. I just had a birthday. To blow out the candles, I had to wear an asbestos dress. You might as well laugh about it.

KING: We'll be back with more of Joan Rivers. Please see this movie. You're going to love it. Don't go away.

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

RIVERS: The minute you're not angry about things, the minute you're not upset about things, what are you talking about? Oh, my grandson was so cute. It's not my comedy. I'm furious about everything. Furious about everything. Good things don't always happen to good people. And I'm very angry about it. But if I didn't have the anger, I wouldn't be a comedian. The anger fuels the comedy.

(END VIDEO CLIP)

KING: With us now, by -- what process do we call this? Skype. There he is, Howie Mandel.

RIVERS: Howie on Skype!

HOWIE MANDEL, COMEDIAN: I'm on Skype.

RIVERS: I'm very impressed.

MANDEL: This is new school.

RIVERS: Yeah. Who ever thought --

MANDEL: My germophobia thing has gotten crazier. I'm actually ten feet from you, but I don't want to go near you. I just wanted to be part of this. First of all, I can't wait to see her movie and I hear fabulous things about it. But I just wanted to be part of this, because she is more than just a comic. She's one of the most prolific comics. She always has new material, great energy. She never stops. But beyond that, she has a great eye, I think, for talent, because she has been a really prominent part of my career.

When I started in the '70s, the litmus test for being considered a comedian was doing the Johnny Carson show, was doing "the Tonight Show." and if you walked up to somebody who didn't know you, and they said, what are you doing, and you said, I'm a comedian. They would say, have you been on "the Tonight Show"? And if you said no, it held no water. And I auditioned and auditioned and auditioned and tried to get on. And the bookers told me not only am I not ready for it, I would never be on. And then one night Joan saw me at the Comedy Store. It was at the time when she was filling in for Johnny, and she would come out and work out her set on the Comedy Store. And I had gone on prior to her. And she came on that night and said --

I don' t even know if she remembers this. And she said, have you ever been on "the Tonight Show," and I said, I would love to, it's my birthday this week. And she brought me on. that was the first time I was ever on "The Tonight Show." And my life changed as a comedian and as an entertainer from that night on. The exposure -- I don't think a show exists like that, except this show -- exists like that today, where you have a life-changing appearance. And that was a life- changing appearance.

KING: Howie, in the realm of comedy, as comics talk about comics, where do you rank Joan Rivers?

RIVERS: Be careful.

MANDEL: Well, from one to orange?

KING: No, I mean --

MANDEL: You know, I don't want to say this, because I think that she's so young in spirit, but she's a legend. She's in the forefront of comedy. She's opened doors for females in comedy. She's opened doors for people like me, who didn't have the opportunity that I would have had if she hadn't been there. Every time I watch her in any appearance, she always and continuously makes me laugh. A lot of comics that I started with, you know, aren't -- they just give up, or they fall by the wayside, even in their writing. They just don't have it anymore. It only lasts so long, that spark. That spark continues in her. She's still funny, still as vibrant as she was, the first time I ever saw her on television, and she's not afraid to poke fun at herself and others.

And she's just got so much energy and a great work ethic and, ultimately, a great heart and a great family and -- you know, which is very apparent in the relationship between her and her daughter. Family comes first. And you know, I kind of look up to her in not only how she runs her career, but how she runs her life.

And I just love her. I don't get a chance to tell her that. But I watch everything you do and I can't wait to see your movie.

RIVERS: I love you. If you really love me, you'll pay.

KING: Howie, thanks. Thanks, Howie. Howie Mandel, I didn't know that story, that you saw him and gave him a shot.

RIVERS: I saw him, and he was ready. And they wouldn't put him on. You know, one person doesn't like you, you don't go on. I said, I want this kid on with me.

KING: And how'd he do that night?

RIVERS: Great. He was ready.

KING: "A Piece of Work" shows Joan Rivers without makeup and features her trademark candor about her appearance. Watch this excerpt.

(BEGNI VIDEO CLIP)

RIVERS: It's very scary when you see yourself totally without any makeup. It's really -- it gives you the willies. Who is that person? So I get up in the morning and the first thing I do is I get into makeup. Now, I was never the natural beauty. No man has ever, ever told me I'm beautiful. They said to me, you look great, you look this, you're terrific. But no man ever said, oh, my gosh, you're so beautiful.

(END VIDEO CLIP)

KING: Don't you think you're pretty?

RIVERS: Eh, the only time my husband ever threw me down on the bed, I was blocking the TV. You hear the jokes.

KING: That's the sad part of this movie.

RIVERS: -- comes and examines me over the telephone. And I can tell you jokes.

KING: Sad part about your husband in the film.

RIVERS: Yeah.

KING: Joan Rivers. All right, we're down near the end. As we've seen, Joan is not slowing down. What's next? We'll talk about that after break. We'll talk about her winning "The Apprentice" show and another surprise or two.

As the festival of taffeta and tuxes known as prom season winds down, some young people fighting life-threatening illnesses will miss this memorable right of passage. But not if they know about this week's CNN hero. Twenty year old Fred Scarf is giving seriously ill teens their night to remember. Take a look.

(BEGNI VIDEO CLIP)

UNIDENTIFIED MALE: Small here and put medium on the floor.

FRED SCARF, CNN HERO: My best friend, Trudy, passed away when we were in high school. One thing we really wanted to do was attend prom together. And we never had a chance to do it.

I didn't want to forget her charm, how funny she was, how optimistic she was. I just knew I had to do something.

My name is Fred Scarf and I organized proms for teens who may not live long enough to attend their own.

UNIDENTIFIED FEMALE: Hi, guys.

SCARF: These battles go on for years. They're continually running a marathon, and they're never going to get a break. These proms provide you with this break and create a milestone and capture these kids' imagination. They can put on a tux, have a night off and be themselves.

We're going to get them all in the same place by the end of the night, which literally is on the dance floor and just enjoying themselves.

By the way, I hope you don't mind, I'm stealing all your girls right now.

Trudy would say oh, my gosh, Fred, and just laugh and hit me or something. I think she would be very proud, yeah.

(END VIDEO CLIP)

KING: Fred Scarf's work has made prom dreams come true for more than 400 sick teens. To see one young woman get ready for her big night or to nominate someone who you think is changing the world, go to CNNHeroes.com.

(NEWS BREAK)

(COMMERCIAL BREAK)

KING: Stand up was and still is, in some sense, a boys' club. Here is one of the funniest guys ever, a previous winner of the Mark Twain Prize, paying respect to his equal, Joan Rivers. Watch.

(BEGIN VIDEO CLIP)

CARL REINER, COMEDIAN: You are a force of nature, Joan. And I appreciate the fact that I can talk about you to you in front of these wonderful people on the 76th year of your -- since your birth. I think you're a little older. You're probably a little older. Check your birth certificate.

Did you ever fail -- did you ever come out of a gig and say oh, I didn't do it? Or ever say, I wish I could go back and say this? Let me hear one thing that you could have said that you didn't say to somebody when you had the chance to.

(END VIDEO CLIP)

KING: Great question.

RIVERS: Oh, he's just amazing.

KING: Anything you left out once?

RIVERS: I can't think off the --

KLNG: I couldn't either.

RIVERS: I really go -- I did 9/11 jokes the day after 9/11 just to get it into place.

KING: Do you think about dying?

RIVERS: Well, yes. I think the way people treat it is terrible.

KING: Meaning?

RIVERS: This country, nobody even says they're dead. He passed. That's the whole point. He didn't pass. He stopped. He stayed. When they say he's in a better place. I always want to say, that's not so. He had a house in the Hamptons. Of course you think about dying. Of course.

KING: What was it like? You didn't want to do a Comedy Central roast.

RIVERS: Didn't want to do it.

KING: You roast people all the time.

RIVERS: I don't like when they -- I hate when they say you're an idiot, you're a fool, you're super, you're this or that, but I really love you. I just thought, enough.

KING: You don't do buts in your show?

RIVERS: I don't do buts. I don't do but I love you.

KING: What's it like to be on the "Apprentice" show with Trump?

RIVERS: I went in a little dubious about Donald. I came out such a fan.

KING: He's a good guy.

RIVERS: He's such a smart, totally professional guy. I'm crazy about Donald.

RIVERS: At the end, I got so crazy, it was -- I had to beat her. It was like the Crusades. It was like I've got to win for the good people. I was insane.

KING: How was that moment when Donald -- he does those pauses so great.

RIVERS: Yeah. I really never allow my -- I've been knocked down so many times. I really didn't allow myself to think I'm going to win. I didn't think I was going to win. And so when he said and the winner -- you know --

KING: You're fired.

RIVERS: You're fired to her, I thought oh, my God, this is --

KING: You did a play. It was a great play. You didn't take it to New York because you were worried about the critics. People in London didn't like it. That affected you. What are you going to do? Are you going to do anything else except this monologue?

RIVERS: Oh, no. My career continues with public stand-up appearances. Melissa and I have a new show, "Mother Knows Best."

KING: Television show?

RIVERS: Television show. I'm moving in with her because I'm thinking about coming back to California, so I'm going to test it with Melissa. Poor Melissa. And "How Did You Get So Rich" is going to its third season. So all good -- my daughter is well. QVC -- God bless QVC and my ladies.

KING: You are a mogul.

RIVERS: Well, not really. I get a percentage.

KING: You're an ace.

RIVERS: I'm a mogulette.

KING: Thank you so much.

RIVERS: I love you. KING: I love you, too. Joan Rivers, see it "A Piece Of Work." You'll see me for recommending it to you. Thanks to all our surprise guests. We're going to say it, the beautiful Joan Rivers. Time now for "AC 360."